MRM // 2022 Universal Registration Document

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Corporate governance

Report on corporate governance

To the Company’s knowledge and on the date of preparation of this report, there is no arrangement or agreement entered into with the main shareholders, customers, suppliers or others under which any of the following persons who are members of an administrative, management or supervisory body has been selected as a member of an administrative, management or supervisory body or as a member of the general management, apart from the non-concerted shareholders’ agreement relating to the Company for an initial period of ten years entered into between Altarea and SCOR SE under the terms of which: • Altarea may propose the appointment of a director to the Company’s Board of directors providing it holds at least 15% of its share capital (this threshold may be reduced to 12% under certain conditions), it being further specified that this member has no contractual veto rights and sits on the Board’s Investment Committee; • SCOR SE may propose the appointment of three directors, including the Chairman of the Board of directors (each of Altarea and SCOR SE undertaking to vote in favour of the candidate proposed by the other party). To the Company’s knowledge and on the date of preparation of this report, there are no restrictions accepted by the members of an administrative, management or supervisory body concerning the sale, within a certain period of time, of the securities of the issuer they hold, with the exception of the obligation described in Section 1.2 above (registered shares held by directors and executive corporate officers not related to the majority shareholder, of a minimum number of shares representing a value of €1,000 throughout their term of office) and the inalienable commitment by Altarea for a period of 18 months until 16 May 2024 inclusive, covering its entire stake included in the non-concerted shareholders’ agreement between Altarea and SCOR SE. Lastly, given that the functions of Chief Executive Officer and Chairman of the Board of directors are separate, and given that the Company took care to set out rules in the Board’s internal regulations to prevent conflicts of interest, the Board found it unnecessary to appoint a lead director to handle conflicts of interest.

The notice of meeting in which dividends are decided upon must reiterate the shareholders’ obligations under Article 8 “Rights attached to each share – Threshold crossing” of the Articles of Association. Any shareholders other than natural persons directly or indirectly holding at least 10% of the dividend rights in the Company must confirm or contradict the information declared in accordance with Article 8 of the Articles of Association, no later than three days before the date of the General Meeting. General Meetings are held either at the registered office or another venue in Paris or its neighbouring departments or in any other place indicated in the notice of meeting. Any shareholder may take part in General Meetings, personally or by proxy, provided that their shares are registered in their name or the name of the agent registered on their behalf, in accordance with Article L.228-1, paragraph 7 of the French commercial code, at midnight on the second business day prior to the Meeting, or in the registered share accounts held by the Company, or in bearer share accounts held by an authorised intermediary. For the purposes of determining a quorum and a majority, shareholders attending General Meetings by video-conference or by means of telecommunication permitting their identification and complying with the applicable regulations, when the Board of directors decides on such methods of participation, before sending the notice of the General Meeting, shall be counted. 1.21 Agreements between a corporate officer or a shareholder and a controlled entity None. Articles L.225-38 and L.225-40-1 of the French commercial code – Procedure to assess standard agreements entered into under normal conditions At its meeting of 5 December 2019, the Board of directors adopted a procedure to regularly assess whether agreements related to day-to-day transactions and entered into under normal conditions met the relevant criteria. Any person directly or indirectly involved in any of these agreements shall not participate in the assessment process. Ahead of the Board of directors’ meeting of 7 March 2023, called to approve the 2022 financial statements, the agreement in force, qualified as current and entered into under normal conditions, was reviewed by the Finance Department, and the conclusions of the annual review conducted by the Finance Department was sent to the members of the Audit Committee for comment. The Audit Committee informed the Board of directors that it was implementing the assessment procedure, 1.22 Agreements referred to in

1.20 Participation of shareholders in the General Meeting

In accordance with the provisions of Article L.22-10-10, paragraph 5 of the French commercial code, it is specified that the terms and conditions relating to the participation of shareholders in the General Meeting are provided for in Article 16 of the Company’s Articles of Association. General Meetings of shareholders are called and held under the terms and conditions established by law.

M.R.M. 2022 UNIVERSAL REGISTRATION DOCUMENT

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